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Surge Global Energy, Inc. Files Certificate of Amendment
By: Marketwired .
Feb. 21, 2013 01:55 PM
PALM DESERT, CA -- (Marketwire) -- 02/21/13 -- Surge Global Energy, Inc. (OTCQB: SRGG) announced that it filed a Certificate of Amendment to its Charter Documents to provide for a 1-for-20 reverse stock split of its common stock and an increase of its authorized commons shares to 400,000,000 shares.
"Surge is a different company than it was a few years ago," said Clark Morton, Chief Executive Officer of the Company since October 2012. "The reverse stock split is an important market credibility step as we anticipate acquiring interests in privately held independent oil and gas exploration companies and we will be seeking additional working capital through the private placement of our securities. We further believe that we may be able to participate with others in the development of prospects. Although we have not limited our areas of interests, we currently have been looking at the Permian Basin in Pecos County, Texas. We will be focusing most of our efforts on existing production sites or historical production sites in the selected areas of interest. We are looking forward to enhancing shareholder value in Surge."
The Company anticipates the reverse stock split will be effective after the close of trading on February 21, 2013, and that the Company's common stock will begin trading on a split adjusted basis at the opening of trading on February 22, 2013. When the reverse stock split becomes effective, every 20 shares of issued and outstanding Surge's common stock will be automatically combined into one issued and outstanding share of common stock without any change in the par value per share. This will reduce the number of outstanding shares of the Company's common stock from approximately 176,057,000 to approximately 12,020,000 subject to the rounding up of fractional shares and a pending sale and issuance of 3,216,256 shares of Common Stock under an agreement entered into in October, 2012. The Company's common stock will continue trading on the OTCQX Bulletin Board under the symbol "SRGGD" for twenty business days after the reverse split but then resumes trading under the current symbol of "SRGG." It will trade under a new CUSIP number.
No fractional shares will be issued. The reverse stock split will affect all of the Company's shareholders uniformly and will not affect any stockholder's percentage ownership interest, except to the extent that the reverse stock split results in any stockholder owning a fractional share. Stockholders holding fractional shares will be entitled to an additional whole share of common stock in lieu of the fractional share to which they were otherwise entitled. The rounding up of fractional shares to the next whole share will not change the number of post-split stockholders. Common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable.
Additional information on the treatment of fractional shares and other reverse split (with an increase in the authorized number of shares available to be issued) can be found in the Company's Notice and Informational Statement filed with the Securities and Exchange Commission on February 1, 2013.
About Surge Global Energy, Inc.
Surge Global Energy, Inc. (the "Company") is an oil and gas exploration and development company. Currently, our current officers and directors have had preliminary negotiations to acquire interests in privately held independent oil and gas exploration companies and projects in the Permian Basin in Pecos County, Texas (West Texas), an area of known oil reserves and producing wells, and a percentage ownership in working interests in producing oil and gas wells in East Texas. The Company had no oil and gas drilling activities during the prior three years.
Safe Harbor Statement.
This press release may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including but not limited to statements containing the words "will," "believes," "plans," "anticipates," "expects," "look forward", "estimates" and similar expressions) should be considered to be forward-looking statements and the safe harbor provisions of said Act do not apply to an issuer that issues penny stock. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors including, among others, competition, market demand for oil and gas, financing of prospects and producing properties, strategic relationships with other exploration and production companies, and general economic conditions. The Company does not assume any obligation to update any forward-looking statements. The Company files annual, quarterly and current reports, proxy and informational statements and other information with the Securities and Exchange Commission. This press release should be read in conjunction with all of the reports that the Company has previously filed with the Securities and Exchange Commission for financial and other information about it.
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